Form of Subscription Agreement between Wescorp Energy Inc. and Debenture Holder

Terms of the Debenture

The Debenture will bear interest at the rate of 10% per annum, payable quarterly, provided, however, that if the payment of interest would result in a breach of any applicable bank covenants of the Corporation or its subsidiaries, then such interest shall continue to accrue but shall only be paid when such payment would not result in a breach of any applicable bank covenants. The Debenture will be repaid in full, if not converted, on that date which is two (2) years from the date of issue (the "Maturity Date"). The form of Debenture Certificate is set forth in Schedule "B" attached hereto.

Conversion

The Debenture may, at the option of the holder, be converted, in accordance with the terms and conditions set out in the Debenture Certificate, into units (each a "Unit") at a price of US$1.00 per Unit at any time prior to the Maturity Date. Each Unit consists of one (1) common share (a "Common Share") and one half of one (1/2) Common Share purchase warrant (each whole Common Share purchase warrant a "Warrant") of the Corporation. The form of Warrant Certificate is set forth in Schedule "D" attached hereto.

Each Warrant shall entitle the holder thereof to purchase one (1) additional Common Share of the Corporation (a "Warrant Share) at a price of U.S. $3.00 from the date of issue of the Warrant until that date which is two (2) years from the date of issue of the Debenture.

The Corporation shall be entitled to prepay the Debenture in whole or in part, at any time prior to the Maturity Date subject to the Corporation providing the holder with at least one month prior written notice (the "Notice Period") of the Corporation's intention to repay the Debenture.

Further, each interest payment may, at the option of the holder, be converted, in accordance with the terms and conditions set out in the Debenture Certificate, into Common Shares. The Common Share price used in the conversion shall be the weighted twenty (20) trading day average price for the period commencing ten (10) trading days prior to the relevant interest payment date.

The Debenture may be converted at any time during the Notice Period in accordance with the terms and conditions set out in the Debenture Certificate and, if the Debenture is converted during the Notice Period the Corporation undertakes to file a registration statement with respect to any Common Shares issued upon such conversion of the Debenture, Common Shares issued on conversion of interest payments and any Warrant Share issued upon exercise of a Warrant as soon as reasonably possible thereafter, as determined by the board of directors of the Corporation.

Acknowledgements re: Hold Periods and Resale Restrictions

We understand and acknowledge the following:

the Debenture is not assignable or transferable without the prior written consent of the Corporation;

we have been advised to consult our own legal advisers in connection with any applicable statutory hold periods and resale restrictions both in Canada and in the United States, relating to the Common Shares and Warrants issuable upon the conversion of the Debenture and Warrant Shares issuable on exercise of the Warrants and no representation has been made by the Corporation or its representatives respecting the applicable statutory hold period or resale restrictions;

we are solely responsible (and the Corporation is not in any way responsible) for compliance with applicable hold periods and resale restrictions, including without limitation the filing of any documentation and, if applicable, the payment of any fees with any applicable securities regulatory authority, and that we, and (if applicable) others on whose behalf we are contracting hereunder, are aware that we, and (if applicable) such others, may not be able to resell the Common Shares and Warrants issuable upon the conversion of the Debenture and Warrant Shares issuable on exercise of the Warrants except in accordance with limited exceptions under applicable securities legislation and regulatory policy and we and, if applicable, others on whose behalf we are contracting hereunder, will not sell, resell or otherwise transfer the Common Shares and Warrants issuable upon the conversion of the Debenture and Warrant Shares issuable on exercise of the Warrants except in compliance with applicable laws and except in compliance with the terms of the Debenture and the Warrants; and

we, on our own behalf and (if applicable) on behalf of others for whom we are contracting hereunder, specifically agree that we will not offer, sell, pledge or otherwise transfer the Debenture or the Common Shares and Warrants issuable upon the conversion of the Debenture and Warrant Shares issuable on exercise of the Warrants except: (i) to the Corporation; (ii) outside the United States in compliance with Rules 903 or 904 of Regulation S under the "U.S. Securities Act" and in compliance with applicable state, local and provincial laws and regulations; or (iii) inside the United States in a transaction, (A) made in compliance with an exemption from registration under the U.S. Securities Act provided by Rule 144 or Rule 144A thereunder, if available, and any applicable state securities laws of the United States or (B) in a transaction exempt from registration requirements under the U.S. Securities Act and any applicable state securities laws of the United States; we understand that the Debenture and the Common Shares and Warrants issuable upon the conversion of the Debenture and Warrant Shares issuable on exercise of the Warrants will bear a legend to the foregoing effect and that prior to any transfer pursuant to the foregoing clauses (ii) and (iii), the Corporation may require that the seller furnish the Corporation and the Corporation's transfer agent with an opinion of counsel of recognized standing, in substance and form satisfactory to the Corporation, that such transfer is exempt from registration under the U.S. Securities Act and any applicable state securities laws; we understand and acknowledge that the certificates for the Common Shares and Warrants issuable upon the conversion of the Debenture, the certificates for the Warrant Shares and any certificates issued in replacement thereof or exchange therefor, shall have endorsed thereon a legend reflecting such restrictions on transfer; we understand and acknowledge that the Corporation is not obligated to file and has no present intention of filing with the United States Securities and Exchange Commission or with any state securities administrator or commission any registration statement in respect of resales of the Debenture or the Common Shares and Warrants issuable upon the conversion of the Debenture and Warrant Shares issuable on exercise of the Warrants in the United States; and further, we covenant that all offering materials and documents used in connection with offers and sales of the Debenture or the Common Shares and Warrants underlying the Debenture before the expiration of the Restricted Period (defined below in paragraph 9(c) must state that: (i) the securities have now been registered under the U.S. Securities Act and may not be offered or sold in the United States or to a U.S. person unless such securities are registered under the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available, and that (ii) hedging transactions involving the securities may not be conducted unless they comply with the U.S. Securities Act.

Delivery and Payment

We agree that the following must be delivered to the Corporation at Suite 770, 436 - 4^th Avenue, S.W., Calgary, Alberta T2P 3A8, Facsimile number ###-###-####:

a certified cheque, bank draft, money order or wire transfer payable to the Corporation, representing the aggregate purchase price payable by us for the Debenture, unless other payment arrangements acceptable to the Corporation have been made. The entire purchase price for the Debenture must be paid at the time of subscription;

one completed and duly signed copy of this subscription agreement together with, as applicable, the relevant exemption certification completed in the forms attached hereto as Schedule "D" as applicable;

such other documents as may be required pursuant to terms of this subscription agreement; and

all other documentation as may be required by applicable securities legislation.

Closing

Delivery of and payment for the Debenture (the “Closing”) will be completed at the offices of the Corporation This subscription is subject to acceptance by the Corporation, as described below. Unless other arrangements have been made with the Corporation, certificates endorsed by the Corporation representing that the Debenture (the "Debenture Certificate") will be available for delivery to us in Calgary, Alberta, at Closing against payment of the aggregate purchase price for the Debenture. If we choose not to attend the Closing to receive the Debenture Certificate, then the Corporation will deliver such certificates to us at the address set out for delivery on page 2 of this subscription agreement promptly after the Closing.

Acceptance of Subscription

This subscription may be accepted in whole or in part and the right is reserved to the Corporation to allot to any subscriber less than the amount of the Debenture subscribed for. Confirmation of acceptance or rejection of this subscription will be forwarded to us promptly after the acceptance or rejection of this subscription by the Corporation. If this subscription is rejected in whole, we understand that any certified cheques or bank drafts delivered by us to the Corporation representing the purchase price for the Debenture will be promptly returned to us without interest. If this subscription is accepted only in part, we understand that a cheque representing the portion of the purchase price for that portion of our subscription for the Debenture which is not accepted will be promptly delivered to us, without interest.

Acknowledgements re: Prospectus Exemptions, etc.

We acknowledge and agree that the sale of the Debenture to us, or (if applicable) to such others, is conditional upon, among other things:

such sale being exempt from the prospectus filing requirements and the requirements for the delivery of an offering memorandum (as defined in any applicable Canadian securities legislation) of all applicable securities legislation relating to such sale or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum; and

the Corporation obtaining any necessary regulatory approvals.

we have not received, requested or been provided with, nor have any need to receive, a prospectus, offering memorandum (as defined in any applicable Canadian securities legislation) or similar disclosure document relating to the offering of the Debenture and/or the business and affairs of the Corporation and that the decision to enter into this subscription agreement and purchase of the Debenture has not been based upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation or any officer, director, employee or agent of the Corporation and that such decision is based entirely upon information set out in this subscription agreement and currently available public information concerning the Corporation; including the Corporation’s Form 10KSB FOR THE FISCAL YEAR ENDING December 31, 2006 and the Corporation’s press releases

there has not been any advertisement of the offering of the Debenture in printed public media, radio, television or telecommunications, including electronic display such as the Internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Debenture or the Common Shares, Warrants and Warrant Shares underlying the Debenture;

no prospectus has been filed by the Corporation with a securities commission or other securities regulatory authority in any province of Canada or any other jurisdiction in connection with the issuance of the Debenture and such issuances are exempt from the prospectus requirements otherwise applicable under the provisions of Canadian securities laws and, as a result, in connection with our purchase of the Debenture or the Common Shares and Warrants underlying the Debenture hereunder:

we are restricted from using most of the civil remedies available under Canadian securities laws;

we will not receive information that would otherwise be required to be provided to us under applicable securities laws or contained in a prospectus prepared in accordance with applicable securities laws; and

the Corporation is relieved from certain obligations that would otherwise apply under such applicable securities laws;

the Debentures are being offered for sale only on a “private placement” basis; and

the Corporation is not a reporting issuer in any province of Canada and, as such, the hold periods applicable to the Debenture, the Common Shares, the Warrants and the Warrant Shares may never expire and such securities may never be resold except pursuant to a further statutory exemption or discretionary order.

defined in Regulation S under the U.S. Securities Act, a “U.S. Person”), unless such securities have been registered under the U.S. Securities Act and any applicable state securities laws, or are otherwise exempt from such registration; and (ii) certificates representing the Common Shares and Warrants issuable upon the conversion of the Debenture and the Warrant Shares on exercise of the Warrants and shall bear a legend to such effect.

Conditions on Closing

We acknowledge and agree that, as the offering of the Debenture will not be qualified by a prospectus, the offering is subject to the condition that we execute and return to the Corporation, as applicable, all relevant documentation required by this subscription agreement, applicable securities legislation, regulations, rules and policies and applicable stock exchange rules.

We agree to: (i) provide the Corporation with such information and documents, including certificates, statutory declarations and undertakings, as the Corporation may reasonably require from time to time to comply with any filing or other requirements under applicable securities legislation, regulations, rules and policies and applicable stock exchange rules; and (ii) comply with the provisions of any applicable securities legislation, regulations, rules and policies and applicable stock exchange rules concerning any resale of the Common Shares and Warrants issuable upon the conversion of the Debenture and Warrant Shares issuable on exercise of the Warrants.

Conditions on Use of Funds

The Corporation covenants that it shall, upon the acceptance of this subscription agreement:

hire full time professional IR/PR Company(ies).

use 10% of the funds advanced for IR/PR over the next two (2) year period.

Representations, Warranties and Covenants

We represent, warrant and covenant to and with the Corporation (and acknowledge that the Corporation is relying thereon) as follows:

Jurisdiction of Residence - we, and any person on whose behalf we are contracting, are resident or otherwise subject to the applicable securities legislation in the jurisdiction set out under “Subscriber's Address” on page 1 of this subscription agreement, and the purchase by and sale to us (and any person on whose behalf we are contracting), of the Debenture has occurred only in such jurisdiction. The address set out under “Subscriber’s Address” on page 1 was not created and is not used solely for the purpose of acquiring the Debenture and we, and any person on whose behalf we are contracting, were solicited to purchase in such jurisdiction and are acquiring the Debenture for our own account, or for the account of a person over which we exercise sole investment discretion, and as to which the we have the authority to make the statements set forth in this subscription agreement. We, and any person on whose behalf we are contracting, have not been formed solely for the purpose of entering into the transactions contemplated by this subscription agreement;

Prospectus Exempt Purchaser (Canadian Purchasers) - we make the representations, warranties and covenants set out below and in Schedules "D" to this subscription agreement, with the Corporation and we may avail ourselves of one or more of the categories of prospectus exemptions contemplated therein AS IS APPROPRIATE):

ACCREDITED INVESTOR EXEMPTION: We are resident in Alberta, we are purchasing as principal and we are “accredited investors” within the meaning of National Instrument 45-106, by virtue of falling within one of the categories of "accredited investor" set forth in Schedule "D" attached hereto (PLEASE CHECK THE APPROPRIATE CATEGORY IN SCHEDULE "D" ATTACHED HERETO);

(c)

Offshore Transaction - we represent and warrant to the Corporation that (i) we are not a “U.S. person” as that term is defined in Rule 902(c) of Regulation S; (ii) at the time of execution of this agreement, we were outside the United States and no offer of the Debenture was made to us within the United States; (iii) we purchased the Debenture for our own account and not on behalf of any U. S. person, and the sale of the Debenture has not been prearranged with any buyer in the United States; and (iv) we are not a distributor as defined in Regulation S. We will not, before the expiration of one year from the Closing (the “Restricted Period”), offer or sell the Debenture to U. S. persons or for the account or benefit of U.S. persons and will offer and sell the Debenture or the Common Shares issuable upon the conversion of the Debenture only in compliance with the provisions of Regulation S or a valid and effective registration statement covering the Debenture of the Common Shares.

Legend – upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act, applicable state securities laws, or Canadian securities laws the certificates representing the Debenture, the Common Shares and Warrants issuable upon the conversion of the Debenture, the Warrant Shares upon exercise of the Warrants and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend in substantially the form set forth below:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (A) TO THE CORPORATION; (B) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH HAS BEEN DECLARED AND CONTINUES TO BE EFFECTIVE UNDER THE U.S. SECURITIES ACT; (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS; (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, AND THE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION PRIOR TO SUCH OFFER, SALE OR TRANSFER.”

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE LATTER OF [(i)THE DISTRIBUTION DATE]; AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN THE PROVINCE OR TERRITORY."

provided, that if the Common Shares and Warrants issuable upon the conversion of the Debenture and Warrant Shares issuable on exercise of the Warrants are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and outside of Canada in compliance with applicable Canadian securities laws, the seller shall provide the Corporation with a declaration in the form attached hereto as Schedule “E”;

Investment Intent - we are acquiring the Debenture for our own account (or a trust account if the subscriber is a trustee) and not as a nominee. We understand that the purchase of the Debenture involves a high degree of risk and that we must bear the economic risk of this investment indefinitely unless sale of the Debenture is registered pursuant to the U.S. Securities Act, or an exemption from registration for their sale is available. We understand that, in the view of the United States Securities and Exchange Commission, the statutory basis for the exemption claimed for this transaction would not be present if the offering of the Debenture, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. We are acquiring the Debenture for investment purposes and have no present intention to sell the Debenture in the United States, to a U.S. Person or for the account or benefit of a U.S. Person. We covenant that neither we, nor our affiliates, nor any person acting on our or their behalf has the intention of entering or will enter during the Restricted Period, into any put option, short position or other similar instrument or position or any other hedging transactions or arrangements with respect to the Company’s common stock, and neither we, nor any of our affiliates, nor any person acting on our or their behalf will use at any time Debenture acquired pursuant to this agreement to settle any put option, short position or other similar instrument or position or any other hedging transaction or arrangement that may have been entered into before the execution of this agreement or during the Restricted Period.

General Solicitation in the U.S. – we, on our own behalf and (if applicable) on behalf of others for whom we are contracting hereunder, acknowledge that we have not purchased the Debenture as a result of any general solicitation or general advertising, as such terms are used in Regulation D under the U.S. Securities Act, including without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

No Sale in Violation of the Securities Laws - we covenant that we will not knowingly sell, transfer or otherwise dispose of the Debenture, Common Shares, Warrants or Warrant Shares in violation of the U.S. Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the rules and regulations of the Securities and Exchange Commission. We will only offer and sell the Debenture, Common Shares, Warrants and Warrant Shares pursuant to an effective registration statement under the U.S. Securities Act or an exemption from the registration provisions of the U.S. Securities Act or outside the United States in accordance with applicable securities laws.

Resale Restrictions - we have been independently advised as to, and are aware of the restrictions with respect to trading in the Debenture and Common Shares, Warrants and Warrant Shares underlying the Debenture pursuant to the applicable securities laws and any applicable stock exchanges;

Due Execution and Delivery - we are responsible for obtaining such legal advice as we consider necessary in connection with the execution, delivery and performance by us of this agreement and the transactions contemplated herein and we represent and warrant that such execution, delivery and performance shall not contravene any applicable laws of the jurisdiction in which we are resident;

Independent Tax Advice - we are solely responsible for obtaining such advice concerning the tax consequences of our investment in the Debenture and we are not relying on the Corporation for advice concerning such tax consequences;

Capacity – if we and, if applicable, any person on whose behalf we are contracting (i) are an individual, we have attained the age of majority and are legally competent to execute this subscription agreement and to perform all actions required pursuant hereto; or (ii) are a

corporation, partnership, unincorporated association or other entity, we, as the case may be, have the legal capacity and competence to enter into and be bound by this subscription agreement and we further certify that all necessary approvals of directors, shareholders or otherwise have been given and obtained;

Authority - the entering into of this subscription agreement and the completion of the transactions contemplated herein will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, us or any purchaser on whose behalf we are contracting or of any agreement, written or oral, to which we are or such other purchaser is a party or by which we or such other purchaser are bound;

Enforceability - this subscription agreement has been duly and validly authorized, executed and delivered by us and, upon acceptance by the Corporation this subscription agreement will constitute a legal, valid and binding contract of ours, enforceable against us, in accordance with its terms;

No Representation re: Resale, Refund, Future Price or Listing - no person has made any written or oral representation to us:

that any person will resell or repurchase the Debenture or the Common Shares, Warrants and Warrant Shares underlying the Debenture;

that any person will refund the purchase price of the Debenture or the Common Shares, Warrants and Warrant Shares underlying the Debenture other than as may be provided in this subscription agreement; or

relating to the future price or value of the Debenture or the Common Shares, Warrants and Warrant Shares underlying the Debenture.

Investment Experience - we have knowledge and experience with respect to investments of this type enabling us, to evaluate the merits and risks thereof and the capacity to obtain competent independent business, legal and tax advice regarding this investment;

Investment Intent - we are subscribing for the Debenture as principal for our own account and not for the benefit of any other person (within the meaning of applicable securities legislation) and not with a view to resale or distribution of all or any of the Debenture or the Common Shares, Warrants and Warrant Shares

underlying the Debenture, or in the case of a subscription for the Debenture, by us acting as trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, the we are duly authorized to execute and deliver this subscription agreement and all other necessary documentation in connection with such subscription on behalf of each such beneficial person, each of whom is subscribing as principal for its own account, not for the benefit of any other person and not with a view to the resale or distribution of the Debenture;

Share Ownership – we own that number and type of securities of the Corporation set forth on page 1 of this subscription agreement; and

or Warranty. We further agree that by accepting the Debenture we shall be representing and warranting that the foregoing representations and warranties are true as at Closing, with the same force and effect as if they had been made by us on such date and that they will survive the purchase by us of the Debenture and will continue in full force and effect notwithstanding any subsequent disposition by the us of the Debenture.

Commissions

We acknowledge that the Corporation may pay cash commission, in accordance with all regulatory requirements, to agents for obtaining subscriptions in connection with the offering. The Corporation has not retained an agent for this offering.

Survival

This subscription agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the Corporation and the undersigned for a period of three years from Closing notwithstanding the issuance of the Common Shares issuable upon the conversion of the Debenture.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. We, hereby irrevocably attorn to the jurisdiction of the courts of the Province of Alberta with respect to any matters arising out of this agreement.

Costs

All costs and expenses incurred by us (including any fees and disbursements of any counsel retained by us) relating to the purchase by us of the Debenture or the issuance of Common Shares issuable upon the conversion of the Debenture shall be borne by us.

Assignment

This agreement is not transferable or assignable, in whole or in part, by us or (if applicable) by others on whose behalf we are contracting hereunder.

Enurement

This agreement will be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns.

Entire Agreement and Headings

This agreement (including the schedules hereto) contains the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. This agreement may be amended or modified in any respect by written instrument only. The headings contained herein are for convenience only and shall not effect the meanings or interpretation hereof.

Time of Essence

Time shall be of the essence of this agreement.

Counterparts and Facsimile Deliveries

purchasing the securities of the Corporation as principal;

it or its disclosed principal is resident in or subject to the laws of the Province of Alberta, and

it or its disclosed principal is an "accredited investor" (as that term is defined in National Instrument 45- 106) by virtue of satisfying the indicated criteria on Appendix 1 hereto.

a Canadian financial institution or an authorized foreign bank listed in Schedule III of the Bank Act (Canada);

the Business Development Bank incorporated under the Business Development Bank of Canada Act (Canada);

a subsidiary of any person referred to in paragraphs (a) to (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

a person registered under the securities legislation of a jurisdiction of Canada, as an adviser or dealer, other than a limited market dealer registered under the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada, as a representative of a person referred to in paragraph (d);

the government of Canada or a jurisdiction of Canada, or any crown Company, agency or wholly-owned entity of the government of Canada or a jurisdiction of Canada;

a municipality, public board or commission in Canada and a metropolitan community, school board, the comité de gestion de la taxe solaire do l'ile de Montreal or an intermunicipal management board in Quebec;

a national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;

an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds Cdn.$1,000,000;

an individual whose net income before taxes exceeded Cdn.$200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded Cdn.$300,000 in each of the two most recent calendar years and who, in either case, has a reasonable expectation of exceeding the same net income level in the current calendar year;

an individual who, either alone or with a spouse, has net assets of at least $5,000,000;

a person, other than an investment fund, that has net assets of at least Cdn.$5,000,000 as shown on its most recently prepared financial statements;

an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in section 2.10 (minimum investment amount) of National Instrument 45-106, and section 2.1.9 (additional investment in investment funds) of National Instrument 45-106, or (iii) a person described in paragraphs (i) or (ii) that acquires or acquired securities under section 2.8 (investment funds reinvested) of National Instrument 45-106;

an investment fund that distributes, or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator, or, in Quebec, the securities regulatory authority, has issued a receipt;

a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;

a person acting on behalf of a fully managed account managed by that person, if that person (i) is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and (ii) in Ontario, is purchasing a security that is not a security of an investment fund;

a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility advisor or other advisor or registered to provide advice on the securities being traded;

an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraph (a) through (d) and paragraph (i) in form and function;

a person in respect of which all of the owners of interests, direct, indirect, or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors; or

an investment fund that is advised by a person registered as an advisor or a person that is exempt from registration and is an advisor, or the person that is recognized or designated by the securities regulatory authority or, except in Ontario and Quebec, the regulator as (i) an accredited investor, or (ii) an exempt purchaser in Alberta or British Columbia after September 14, 2005.

a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a purchaser and authorized to give advice with respect to the type of securities being distributed, and

in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not

have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons, and

have acted for or been retained personally or otherwise as an employee, an executive officer, a director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

cash,

securities, or

a contract or insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

an individual,

a corporation,

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

an individual or other person in that person's capacity as a trustee, executor, administrator, or personnel or other legal representative;

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

liabilities that are secured by financial assets.

(please print here the name of the individual whose signature appears above, if different from the name of holder printed above)